Teck has two classes of shares outstanding, Class A common shares and Class B subordinate voting shares. Class A common shares are listed on the Toronto Stock Exchange under the symbol TECK.A and carry the right to 100 votes per share. Each class A common share is convertible at the option of the holder into one class B subordinate voting share. Class B subordinate voting shares are listed on the Toronto Stock Exchange under the symbol TECK.B and on the New York Stock Exchange under the symbol TECK, and carry the right to one vote per share.

Class A common shares and Class B subordinate voting shares rank equally in all other respects, including in terms of dividend rights and the distribution of property on dissolution or winding up of the company.

The Class B subordinate voting shares have the benefit of so called “coattail” provisions, which provide that in certain circumstances, if a takeover bid is made in respect of the Class A common shares and is not made concurrently with an offer to purchase Class B subordinate voting shares on identical terms, then each Class B subordinate voting share will be convertible into one Class A common share. Class B subordinate voting shares will not be convertible if such an offer is not accepted by holders of a majority of the Class A common shares (excluding those shares held by the person making the offer). Class B subordinate voting shares will also not be convertible if an offer to purchase Class A common shares does not, under applicable securities laws or the rules of any stock exchange having jurisdiction, constitute a “takeover bid” or is otherwise exempt from any requirement that the offer be made to all or substantially all holders of Class A common shares.

The foregoing is only a summary of the terms of the Class A common shares and Class B subordinate voting shares. Further information on the share attributes and our capital structure can be found in our most recent annual information form on file with securities regulators. Information regarding shares outstanding can be found in our most recent quarterly report. 

Teck Resources Limited is the result of the merger of Teck Corporation and Cominco Ltd. In 2001

Cominco Ltd. Shareholders received 1.8 Teck Subordinate Voting Class B shares and $6 cash for each Cominco Ltd. Share, effective July 19, 2001 upon the merger. Teck Class B shares were valued at $12.60 per share on the date of the vote of the merger. The Common Shares were subdivided on a 2 for 1 basis on May 7, 2007, making the adjusted value $6.30.

Valuation Day Stock Prices (December 22, 1971)

October 30, 2008 Teck Acquisition of Fording

Under the terms of the arrangement, unitholders of Fording received 0.245 of a Teck Class B subordinate voting share and cash in the amount of US$82.00 (less any amounts withheld on account of taxes) for each unit. The volume weighted average price of the Teck Class B subordinate voting shares on the NYSE for the ten trading days ended October 28, 2008 was US$11.71. Teck and Fording are using this price for purposes of valuing the arrangement consideration. Fording unitholders may find this information useful for tax purposes.